Licence Agreement between OOO Zauralneftegaz and Baltic Petroleum Limited (April 28, 2005)

Summary

This agreement is between OOO Zauralneftegaz (ZNG), a Russian company, and Baltic Petroleum Limited (BP), a UK company. ZNG grants BP an exclusive, royalty-free, perpetual license to use certain geological data for re-processing, while BP grants ZNG a non-exclusive, royalty-free license to use the results. Both parties agree to keep the data and results confidential, with specific conditions for disclosure. The agreement outlines ownership rights, warranties, and procedures for notices, and is governed by the laws of England and Wales.

EX-10.2 3 doc3.txt Exhibit 10.2 LICENCE AGREEMENT THIS AGREEMENT is made on 28 April 2005. ---- PARTIES OOOZAURALNEFTEGAZ, a limited liability company incorporated under the laws of - ----------------- the Russian Federation under the main state registration number (ORGN) 1024500513950, located at 27 Lenin Street, Kourgan, 640000, Kourgan Oblast, Russian Federation ("ZNG"); and BALTIC PETROLEUM LIMITED, a company incorporated in England and Wales under - ------------------------ company number 05303991 and whose registered office is at 18b Charles Street, London W1J 5DU, United Kingdom ("BP"). WHEREAS: (A) ZNG owns or is due to acquire certain 2D seismic, gravometric and other geological data, which has been provided by or will be provided from time to time to ZNG by Basneftegeofizika, Bazhenov Expedition and such other consultants as the parties may agree (the "DATA"). (B) BP wishes to use the Data to re-process the same into amended formats or has re-processed the same into amended formats (the "PURPOSE") and ZNG wishes to provide an exclusive licence to BP to use the Data for such purposes in consideration for BP providing to ZNG a non-exclusive licence to use the data generated by BP pursuant to the Purpose (the "RESULTS"), each on the terms and conditions set out herein. IT IS THEREFORE AGREED AS FOLLOWS: 1. LICENCE 1.1 In consideration for the grant to ZNG of the licence referred to in clause 1.2 below, ZNG hereby grants to BP an exclusive, royalty-free, worldwide, perpetual licence to use the Data for the Purpose. 1.2 BP hereby grants to ZNG a non-exclusive, royalty-free, worldwide, perpetual licence to use the Results when they become available. 1.3 All right, title to, and interest in the Data shall remain with ZNG and all right, title to, and interest in the Results shall belong to BP. Neither party shall have any right to grant sub-licences under this Agreement without the consent in writing of the other party. 2. NON-DISCLOSURE 2.1 BP undertakes to ZNG that it will keep confidential all of the Data imparted to it under this agreement (save insofar as the same may be in, or come into, the public domain other than by the fault of BP) and will only disclose them to those of its officers, employees, agents, consultants and sub-contractors whose duties in relation to the Purpose cannot be fulfilled without such disclosure and then only to the extent necessary to enable them to perform such duties. For the avoidance of doubt, this restriction shall not apply to any of the Data that may be contained in the Results. 2.2 ZNG undertakes to BP that it will keep confidential all of the Results imparted to it under this agreement (save insofar as the same may be in, or come into, the public domain other than by the fault of ZNG) and will only disclose them to those of its officers, employees, agents, consultants and sub-contractors whose duties cannot be fulfilled without such disclosure and then only to the extent necessary to enable them to perform such duties. For the avoidance of doubt, this restriction shall not apply to the Data from which the Results were derived. Further, ZNG undertakes that while any amount of the loans made to it by BP pursuant to a loan agreement dated April 2005 (the "LOAN AGREEMENT") remain outstanding, it shall not -- disclose any of the Data to any third party except with the prior written consent of BP. 3. WARRANTIES ZNG represents and warrants to BP that: (a) it will, following payment of the amounts due to Basneftegeofizika (US$588,856) and Bazhenov Expedition (US$200,000) as detailed in clauses 8.1(a) and 8.1(b) of the Loan Agreement, own the Data free from any claims or encumbrances, it is entitled to grant the rights granted under this Agreement and that it is not subject to any restrictions whatsoever which may affect its ability to perform its obligations hereunder; (b) that it has not entered into any form of agreement of any kind prior to the date hereof which in any manner interferes or will interfere with the complete performance of its obligations under this Agreement; (c) it has all necessary power and authority to enter into this Agreement which will, on signature, comprise its legally binding obligation; and (d) it has not disclosed the Data to any third parties. 4. FURTHER ASSURANCE The parties shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as may be required for the purpose of giving effect to the provisions of this agreement and, in particular, ZNG shall promptly following all or any of the Data coming into its title and possession provide to BP copies thereof. 5. NOTICE Any notice to be given pursuant to the terms of this Agreement shall be given in writing to the party due to receive such notice at the address set out below or such other address as may have been notified to the other parties in accordance with this clause. Notice shall be delivered personally or sent by first class pre-paid recorded delivery or registered post (air mail if overseas) or by facsimile transmission to the numbers and parties detailed below and shall be deemed to be given in the case of delivery personally on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by air mail) and in the case of facsimile transmission on completion of the transmission provided that the sender shall have received printed confirmation of transmission. ZNG Attn: Fax: c/o Siberian Energy Group Inc. David Zaikin ###-###-#### 275 Madison Avenue 6th floor New York, NY 10016 USA BP Attn: Fax: 18b Charles Street Simon Escott +44 20 7667 6468 London W1J 5DU United Kingdom 6. THIRD PARTIES No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. 7. GOVERNING LAW AND JURISDICTION This Agreement is governed by and shall be construed in accordance with the laws of England and Wales and any dispute in relation to it shall be subject to the exclusive jurisdiction of the courts in England and Wales. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. OOO ZAURALNEFTEGAZ - ------------------- Signed: /s/ Oleg Zhuravlev --------------------------- Name (print): Oleg Zhuravlev ------------------- Position: President and General Director ------------------------ BALTIC PETROLEUM LIMITED Signed: /s/ Simon L. Escott --------------------------- Name (print): Simon L. Escott ------------------- Position: Chief Executive ------------------------